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• This Bond is one of an issue in the aggregate principal amount of $1,645,000 all of like date and tenor, except as to maturity date, interest rate, redemption date and denomination, issued, pursuant to a resolution adopted by the City -Council of the Issuer on November 13, 1996 (the Resolution), to finance certain eligible costs specified in Tax Increment Financing Plans for Tax Increment Districts Nos. 1 and 2 located within Development Districts 2 and 1, respectively within the boundaries of the Issuer, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 469.178 and Chapter 475. The costs to be paid from the proceeds of the Bonds include, but are not necessarily limited to, all or a portion, the costs of certain public street scaping improvements, road reconstruction, upgrading of utilities and installation of storm sewers (the "Improvements") within the Tax Increment Districts established by the Issuer pursuant to the Minnesota Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 through 469.179, inclusive (the "TIF Act"). Debt service on the Bonds is expected to be paid from tax increments derived from the Tax Increment Districts, but such arrangement shall not relieve the Issuer of its obligations pursuant to its pledge of its full faith and credit and taxing powers to secure the payment of the Bonds. The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, • New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. The Bonds maturing on or after February 1, 2007 are subject to redemption at the option of the Issuer on or after February 1, 2006 in whole or in part on any date at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. If optional redemption occurs in part, such redemption shall be in such order of maturity as the Issuer shall determine and the Issuer will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Notice of such redemption shall be given not less than thirty (30) days prior to the date of redemption by written notice delivered by first class mail, postage prepaid, to the addresses of the holders of the Bonds as shown on the books of the Registrar. • 1452997 8